Page:United States Statutes at Large Volume 85.djvu/612

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PUBLIC LAW 92-180-DEC. 10, 1971

[85 STAT.

PERPETUAL EXISTENCE: D l S S O L m O X

68 Stat. 179. D.C. Code 29-

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SEC. 18. A professional corporation shall have perpetual existence, except that whenever all shareholders of a professional corporation cease at any time for any reason to be licensed to perform the professional services for which the corporation was organized, the professional corporation shall be treated as converted into a corporation organized under the District of Colinnbia Business Corporation Act. Unless the holders of all of the outstanding shares of the corporation unanimously amend the articles of incorporation to adopt purposes consistent with the District of Columbia Business Corporation Act within sixty days after the date on which the last shareholder of the corporation ceased to be licensed to perform those professional services, the dissolution of the corporation shall be deemed to have been authorized by the act of the corporation and any shareholder may at any time thereafter file with the Commissioner, on behalf of the corporation, a statement of intent to dissolve. ANNUAL R E P O R T

SEC. 19. The annual reports of a professional corporation shall meet the requirements of the District of Columbia Business Corporation Act and, in addition, shall set forth— (a) the names and addresses, including street and number, if any, of all shareholders of the corporation; and (b) a statement that each shareholder, director, and officer of the corporation is currently licensed to render a professional service for which the corporation is organized. NONCOMPLIANCE; PENALTIES

SEC. 20. The failure of a professional corporation to comply, or to require compliance with any provision of this Act, shall be a ground for the involuntary dissolution of such corporation. Any person, including a corporation, who violates any provision of this Act or who fails to comply with any provision thereof, for which violation or failure no penalty is provided therein or elsewhere in the laws of the District of Columbia, shall be deemed guilty of a misdemeanor and upon conviction thereof by a court of competent jurisdiction shall be fined not more than $500 for each violation or failure. AMENDMENT TQ THE DISTRICT OF COLUMBIA INCOME AND FRANCHISE TAX ACT OF 1947

SEC. 21. The second sentence of section 1 of title VIII of the District of Columbia Income and Franchise Tax Act of 1947 (D.C. Code, 61 Stat. 345. gg(._ 47-1547) is amended to read as follows: "The words 'unincorpo157*4?' ^"^^ ^ " rated business' do not include any trade or business which by law, "Unincorporated customs, OT ethics cauuot be incorporated, any trade, business, or probusiness." fessiou which can be incorporated only under the District of Columbia Ante, p. 576. Professioual Corporation Act, or any trade or business in which more than 80 per centum of the gross income is derived from the personal services actually rendered by the individual or members of the partnership) or other entity in the conducting or carrying on of any trade or business and in which capital is not a material income-producing factor.". Approved December 10, 1971.

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